MRM - 2019 Universal Registration Document
4
Corporate governance
Transactions with related parties
Shares may be bought back to: • stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the ethics charter of the French Financial Markets Association ( Association française des marchés financiers – AMAFI) and recognised by the regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the amount sold; • retain shares for subsequent payment or exchange purposes in the event of acquisitions; • ensure the hedging of stock option plans and/or free share allocation plans (or similar) reserved for employees and/ or corporate officers of the Group, as well as any share allocations under company or group savings plans (or similar plan), employee profit-sharing and/or any other form of allocation of shares to employees and/or corporate officers of the Group; • ensure the hedging of securities giving access to the Company’s shares in accordance with the regulations in force; • cancel all or part of the shares that would be acquired, in accordance with the authorisation granted on 29 May 2019 by the General Meeting in its thirteenth extraordinary resolution. These share purchases may be made by any means, including via the purchase of blocks of securities, whenever the Board of directors deems it appropriate.
The Company reserves the right to use option mechanisms or derivatives within the framework of the applicable regulations. The maximum unit price is fixed at €3 per share. In the event of any transactions in the share capital, in particular stock splits, reverse splits and free share allocations, the number of purchasable shares indicated above would be adjusted accordingly by applying a multiplying factor equal to the ratio between the number of shares comprising the share capital prior to the transaction, and the number after the transaction. The maximum amount that can be invested in the share buyback programme is capped at €13,100,344.
3.9 Agreements entered into by the Company that are amended or
terminated in the event of a change ofcontrol of the Company, unless such disclosure, save in cases of mandatory disclosure, would seriously undermine its interests
None.
3.10 Agreements providing for compensation to members of the Board of directors or employees if they resign or are dismissed without just cause or if their employment is terminated due to an IPO
None.
Transactions with related parties
4.2
4.2.1 Regulated agreements
The regulated agreements are presented in Section 1.18 “Agreements referred to in Articles L.225-38 and L.225-40-1 of the French Commercial Code” of Section 4.1 “Corporate governance report” of this Universal Registration Document.
The Statutory Auditors’ special report on regulated agreements can be found in Section 4.3 “Statutory Auditors’ report on regulated agreements” of this Universal Registration Document.
4.2.2 Other agreements with related parties
To the Company’s knowledge, there are no service contracts linking members of the Board of directors or general management to the Company or one of its subsidiaries and providing for benefits.
M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT
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